Terms and Conditions
Current version
Last updated: 12th May 2026
These Terms and Conditions (the “Terms”) are entered into between Sieve Solutions, Inc., a Delaware corporation doing business as Taama (“Taama”, “we”, “us” or “our”), and you, the entity or individual that accesses, uses, registers for or otherwise interacts with the Platform or engages the Services (“Customer”, “you” or “your”). Taama and the Customer are each a “Party” and together the “Parties”.
By accessing or using the Platform, engaging the Services, registering for or activating an account on the Platform, or clicking “I accept” (or any equivalent), the Customer agrees to be bound by these Terms. If you do not agree, you must not access or use the Platform or the Services.
1. Definitions and Interpretation
1.1 Definitions. In these Terms, except where otherwise defined, capitalised terms have the meanings set out below:
“Affiliate” - any entity that controls, is controlled by, or is under common control with, a Party.
“Aggregated Data” – has the meaning given to it in Clause 6.6 (Aggregated Data).
“Authorised User” - an individual employee, contractor, agent or (where the Customer is an individual sole-proprietor or independent professional) that individual themselves, in each case authorised to access the Platform or use the Services under the Customer’s account.
“Confidential Information” – has the meaning given to it in Clause 11.1 (Mutual Obligation of Confidence).
“Customer Data” - any data, content, information, materials, files or inputs (including artwork, labels, product specifications, marketing copy, financial data, formulations and trade-spend data) submitted to or processed by the Platform or the Services by or on behalf of the Customer or its Authorised Users.
“Data Protection Laws” – has the meaning given to it in Clause 10.1 (Compliance with Data Protection Laws).
“Discloser” – has the meaning given to it in Clause 11.1 (Mutual Obligation of Confidence).
“Documentation” - any descriptions, specifications, user guides, FAQs, demo videos, methodology statements, coverage information, service level information, capability statements, limitations, instructions or other materials made available by Taama from time to time describing the Services or any aspect of them.
“Effective Date” - the date on which the Customer first accepts these Terms, first engages the Services, or first accesses or uses the Platform, whichever is earliest.
“Feedback” – has the meaning given to it in Clause 9.3 (Feedback).
“Fees” - the fees payable by the Customer for the Services, as set out in or determined in accordance with the applicable Order Form or otherwise notified by Taama from time to time.
“Force Majeure Event” – has the meaning given to it in Clause 18.1 (Force Majeure).
“IPR” or “Intellectual Property Rights” - all intellectual property rights of any kind, registered or unregistered, anywhere in the world.
“Order Form” - any order form, subscription flow, checkout flow (including via Stripe or any other third-party payment processor), pricing page, online purchase flow, statement of work, pilot agreement, commercial agreement, quote, invoice, in-Platform notification or other ordering, subscription or pricing document or process that Taama makes available from time to time setting out the Customer’s commercial terms for the Services, including (without limitation) the applicable Fees, features, usage limits, billing cycle and any plan-specific or customer-specific terms (whether bespoke to the Customer or applicable to a particular customer segment).
“Output” - any output, compliance report, summary, alert, finding, recommendation, score, analysis or other content generated by or made available through the Platform or the Services (whether AI-generated or otherwise), in each case provided on a non-reliance, decision-support basis.
“Platform” - Taama’s proprietary AI-powered software-as-a-service platform, including all current and future features, functions, modules, integrations, AI models, Documentation and updates, and any new technology, capabilities or industry verticals that Taama may introduce, develop or make available from time to time (whether in respect of food and beverage, supplements, beauty, personal care, household, pharmaceutical or any other product, service or industry sector).
“Privacy Policy” – has the meaning given to it in Clause 10.12 (Privacy Policy Precedence).
“Recipient” – has the meaning given to it in Clause 11.1 (Mutual Obligation of Confidence).
“Services” - the access to, and use of, the Platform together with any related services, support, AI capabilities, compliance reporting, analysis, data feeds, professional services and other offerings made available by Taama to the Customer from time to time pursuant to these Terms and the applicable Order Form, in any product category, sector or industry vertical.
“Taama Indemnitees” – has the meaning given to it in Clause 16.1 (Customer Indemnity).
“Term” – has the meaning given to it in Clause 14.1 (Term).
“Third-Party Materials” - any third-party data, software, services, datasets, APIs, integrations or content made available through, integrated with or referenced by the Platform or the Services.
1.2 Interpretation. Headings are for convenience only; “including” is non-limiting; statutory references include re-enactments; the singular includes the plural and vice versa.
2. Eligibility and Account Registration
2.1 Permitted Users. The Platform and the Services are intended for use by businesses (including companies, partnerships, sole-proprietors and individual professionals) and their personnel, in each case for business, professional, regulatory or commercial purposes. By accessing or using the Platform, or engaging the Services, the Customer (and each Authorised User) represents and warrants that it is doing so solely for such purposes and not as a consumer for personal, household or domestic purposes. The Platform and the Services are not designed for, and Taama makes no representation as to their suitability for, consumer use.
2.2 Authority and Accuracy. The individual accepting these Terms warrants that they are at least 18 years of age and (if accepting on behalf of an organisation) have full authority to bind that organisation. The Customer must provide accurate, complete and current registration information and keep it up to date. Taama is entitled to rely on the registration information provided by the Customer without independent verification.
2.3 Account Security. The Customer is solely responsible for: (a) maintaining the confidentiality of all account credentials; (b) all acts and omissions occurring under its account, whether authorised or not; and (c) promptly notifying Taama of any suspected or actual unauthorised access. The Customer must not share credentials between users or permit access by anyone other than an Authorised User.
2.4 Authorised Users. The Customer is responsible for the acts and omissions of each Authorised User as if they were its own, and must ensure each Authorised User complies with these Terms. The Services are for the Customer’s internal use only and may not be resold, sublicensed, time-shared or made available to any third party.
3. Engagement of Services
3.1 Engagement. Subject to these Terms and payment of the Fees, the Customer engages Taama to provide, and Taama agrees to make available to the Customer, the Services on a non-exclusive, non-transferable, non-sublicensable, revocable basis during the Term, for the Customer’s internal business purposes only.
3.2 Decision-Support Tool. The Services and the Output are intended to operate as a decision-support tool to assist the Customer in evaluating regulatory, compliance, labelling and related considerations. The Services do not, and are not intended to, provide a final compliance verdict, regulatory determination or substitute for the Customer’s own decision-making, due diligence or qualified professional advice. The Customer remains solely responsible for all decisions, actions and outcomes relating to its products, claims and operations.
3.3 Beta Features. Taama may make pre-release, beta, trial or experimental features available from time to time. Such features are provided “as-is” and “as-available”, without any warranties, service levels or indemnities, and may be modified or discontinued at any time without notice.
3.4 Modification of the Services. Taama may, in its sole discretion, modify, update, enhance, add to, deprecate or discontinue any part of the Services at any time. Where any such modification would materially reduce the core functionality of the Services in a manner adverse to the Customer, Taama will use commercially reasonable efforts to provide reasonable prior notice. Any new features, modules, capabilities or extensions made available to the Customer from time to time shall form part of the Services and be governed by these Terms.
3.5 Enterprise Engagements and Customisations. Taama may from time to time offer enterprise deployments, pilot programmes, customised workflows, integrations, enhanced security, privacy, data governance or compliance arrangements, implementation support or other customised commercial, technical or legal arrangements. Any such arrangements may be governed by a separate Order Form, statement of work, data processing addendum, security addendum, master services agreement or other written agreement between the Parties. In the event of any conflict between such agreement and these Terms, such agreement shall prevail to the extent of the conflict.
4. Fees and Payment
4.1 Fees. The Customer must pay all Fees set out in or determined in accordance with the applicable Order Form, in the currency, frequency and on the payment terms specified by Taama from time to time.
4.2 Pricing Flexibility. Fees may be charged on any basis Taama determines from time to time, including flat fee, per-Authorised User, usage-based (e.g. per SKU, per market, per check or per API call), tiered, hybrid, or any combination thereof, as set out in the Order Form.
4.3 Free Trials. Taama may, in its sole discretion, offer free trial or freemium access. Such access is provided “as-is”, without service levels or warranties, and may be modified, suspended or terminated at any time. On expiry, the Customer’s data may be deleted in accordance with Taama’s then-current retention practice.
4.4 Taxes. All Fees are exclusive of any sales, use, value-added, withholding or similar taxes, all of which are payable by the Customer.
4.5 Late Payment. Without prejudice to any other right, undisputed Fees not paid by the due date shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, accruing daily from the due date until paid in full. Taama may suspend access to the Services if any undisputed Fees are overdue, for such period as Taama may determine in its reasonable discretion, without further notice.
4.6 Price Changes. Taama may revise the Fees on renewal of any Term, or at any other time on such notice as Taama may consider reasonable in the circumstances (effective on the next billing cycle or such later date as Taama may specify). Continued use of the Services after the effective date constitutes acceptance.
4.7 Disputed Invoices. The Customer shall notify Taama in writing of any good-faith dispute in respect of any invoice within 15 days of the invoice date. Any invoice (or portion thereof) not so disputed shall be deemed accepted by the Customer and payable in accordance with these Terms.
4.8 No Refunds. All Fees are non-cancellable and non-refundable except where expressly required by applicable law or expressly stated in these Terms. The Customer shall not be entitled to any refund, credit or set-off for any unused portion of the Services or in the event of suspension or termination in accordance with these Terms.
5. Acceptable Use
5.1 Permitted Use and Restrictions. The Customer must, and must ensure each Authorised User must, comply with these Terms. Without limitation, the Customer must not, and must not permit any third party to:
(a) use the Platform or the Services for any unlawful purpose, in violation of any applicable law, regulation, court order or third-party right (including any applicable export control or sanctions law administered by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the US Department of Commerce, the United Nations Act 2001 of Singapore, the Monetary Authority of Singapore Act 1970 of Singapore or any equivalent regime), or in any sanctioned jurisdiction;
(b) reverse engineer, decompile, disassemble, copy, modify, translate or create derivative works of the Platform, the Services, the Output, the Documentation or any underlying technology, AI models, model weights, prompts, system instructions, training data or other proprietary components, or attempt to extract, derive or reproduce any of the foregoing;
(c) use the Platform, the Services, the Output or any Documentation to benchmark, build a competing product or service, or to develop, train, fine-tune, evaluate or test any artificial intelligence, machine-learning, large-language or other model;
(d) scrape, crawl, harvest, mine, collect, compile or otherwise extract any content or data (including personal data) from the Platform or the Services, or about any other user, customer, Authorised User or third party, without express prior consent;
(e) probe, scan, test the vulnerability of, penetrate, breach, circumvent or attempt to bypass any security, authentication, encryption, access-control, rate-limit or usage restriction of the Platform, the Services or any related infrastructure;
(f) submit, upload, transmit, generate or otherwise make available any content, Customer Data or communications that are unlawful, defamatory, libellous, harassing, threatening, abusive, obscene, hateful, fraudulent, deceptive or infringing, or that the Customer does not have the right to provide; or any virus, worm, trojan, ransomware, malware, spyware or other harmful or malicious code;
(g) send any unsolicited communications, “spam” or phishing communications, or any marketing communications in breach of applicable law (including the US CAN-SPAM Act, the EU ePrivacy Directive, the Spam Control Act 2007 of Singapore or any equivalent regime);
(h) impersonate any person or entity (including any Taama personnel), misrepresent the Customer’s identity, role or affiliation, or provide false, inaccurate or misleading registration or account information;
(i) use the Services to make legally binding regulatory determinations or representations to any regulator without independent verification by qualified personnel;
(j) interfere with, disrupt, degrade, overburden or impair the Platform, the Services or any third party’s use of them, or exceed any usage limit, quota or fair-use threshold notified by Taama;
(k) make the Platform or the Services available to, or use them for the benefit of, any third party (including by way of resale, sublicensing, time-sharing, service-bureau use, white-labelling or hosting), other than as expressly permitted by these Terms; or
(l) use the Platform or the Services in any manner that could damage, discredit, impair or harm Taama’s reputation, business, goodwill or relationships with any third party.
5.2 Suspension. Taama may, in its sole discretion and without liability, suspend or restrict the Customer’s access to the Platform or the Services (in whole or in part) immediately on notice if Taama reasonably believes the Customer is in breach of this Clause 5 (Acceptable Use) or if continued access poses a risk to the Platform, the Services, Taama or any third party.
5.3 Reporting; Investigation; Enforcement. The Customer shall promptly notify Taama of any actual or suspected breach of this Clause 5 (Acceptable Use), any unauthorised access to or use of the Platform or the Services, any security incident, fraud, misuse, or any actual or threatened claim by any third party in respect of the Customer’s use of the Platform or the Services. Taama may (but is not obliged to) investigate any actual or suspected breach of these Terms or any incident affecting the Platform, the Services, Taama or any third party, and the Customer shall cooperate fully with any such investigation (including by providing all reasonably requested information, access and assistance, at the Customer’s cost). Without limiting Clause 5.2 (Suspension), Taama may, in its sole discretion and without liability, take any action it considers appropriate in response to any such matter, including: (a) suspending or terminating the Customer’s account, access or engagement of the Services; (b) removing, quarantining, disabling or restricting access to any content or Customer Data; (c) preserving and disclosing information to law-enforcement, regulatory authorities or other third parties as required or permitted by applicable law; (d) cooperating with any law-enforcement or regulatory investigation; and (e) taking legal action.
5.4 Equitable Relief and Survival. The Customer acknowledges that any breach of this Clause 5 (Acceptable Use) may cause serious and irreparable harm to Taama for which monetary damages would be inadequate, and that Taama shall be entitled (in addition to any other remedies) to seek injunctive or equitable relief without the requirement to post a bond or prove actual damages. The Customer’s obligations and Taama’s rights under this Clause 5 (Acceptable Use) shall survive termination of these Terms.
6. Customer Data and Inputs
6.1 Customer Ownership of Inputs. As between the Parties, the Customer retains all rights, title and interest (including all IPR) in and to the Customer Data.
6.2 Licence to Taama. The Customer grants Taama (and its Affiliates and sub-processors) a worldwide, non-exclusive, royalty-free licence during the Term (and thereafter to the extent necessary to comply with legal or regulatory obligations) to host, copy, transmit, process, store, display and otherwise use the Customer Data to: (a) provide, maintain, support, operate and improve the quality, accuracy and performance of the Platform, the Services and the Output; (b) develop and improve Taama’s products, services and features (including its AI and machine-learning models), provided that any such use is in an aggregated and/or de-identified form (such that the data does not identify, and cannot reasonably be used to identify, the Customer or any individual); (c) prevent, detect and address fraud, security or technical issues; and (d) comply with applicable law.
6.3 Customer Responsibility for Inputs. The Customer acknowledges that the Platform and the Services operate on the basis of, and the quality of the Output depends entirely upon, the information, data, materials and inputs provided by or on behalf of the Customer. The Customer is solely responsible for: (a) the accuracy, quality, completeness, currency, legality and appropriateness of all Customer Data; (b) obtaining and maintaining all necessary rights, consents, licences and permissions for Taama to access, collect, store and use the Customer Data as contemplated by these Terms; (c) all decisions made and actions taken (or omitted) in reliance on the Output; and (d) the configuration, supervision and use of the Platform and the Services by its Authorised Users.
6.4 Customer Cooperation. The Customer acknowledges that the successful provision of the Services and the timely, accurate generation of Output depend on the Customer’s active cooperation and timely provision of accurate, complete and current Customer Data. Taama shall not be liable for any failure, delay, error, omission or inaccuracy in the Platform, the Services or the Output to the extent caused by, or arising in connection with, the Customer’s failure to provide complete, accurate, current or timely Customer Data, instructions or cooperation.
6.5 AI Training Opt-Out. The Customer may elect, by written notice to Taama (or via any opt-out mechanism made available within the Platform from time to time), to exclude its identifiable Customer Data from being used to train, fine-tune or evaluate Taama’s AI or machine-learning models. Such opt-out shall take effect as soon as reasonably practicable (or within such period as Taama may notify) and shall apply only to Customer Data processed after the effective date of the opt-out. For the avoidance of doubt, opting out under this Clause 6.5 (AI Training Opt-Out) does not restrict Taama’s rights in respect of: (a) Aggregated Data; (b) Feedback; or (c) usage, telemetry, log or operational data generated through the Customer’s use of the Platform or the Services.
6.6 Aggregated Data. Taama may collect, generate and use aggregated, de-identified, anonymised or statistical data derived from Customer Data and use of the Platform and the Services (“Aggregated Data”) for any business purpose, including improving and enhancing the quality, accuracy and performance of the Services, benchmarking, analytics, marketing and developing new products and services. Aggregated Data shall not contain or identify any personal data and is owned solely by Taama. The Customer agrees that Taama’s use of Aggregated Data is reasonable and necessary in order for Taama to operate, maintain and improve the Services for all of its customers.
7. AI Outputs and Reliance Disclaimer
7.1 Decision-Support Only. The Services and the Output are intended only as tools to assist the Customer in evaluating compliance, regulatory, labelling and related considerations in respect of its products, services, claims and operations. Output constitutes recommendations and informational guidance only, and does not constitute a final compliance verdict, certification, approval, regulatory ruling or guarantee. The Customer acknowledges that the Services use artificial intelligence and machine-learning techniques to generate Output, that such Output is inherently probabilistic, may contain errors, omissions, gaps or inaccuracies, and may produce different results for similar inputs.
7.2 Informational Only. Output is provided for general informational and decision-support purposes only. Output does not constitute, and must not be relied on as, legal, regulatory, compliance, scientific, medical, nutritional, financial or other professional advice, opinion or counsel. The Customer is solely responsible for: (a) independently verifying any Output before relying on it; (b) obtaining qualified professional advice from an appropriately licensed adviser in the relevant jurisdiction; and (c) all regulatory, compliance and commercial decisions, filings and representations made in connection with its products, services, claims and operations.
7.3 Nature of the Services. Taama provides a software-as-a-service compliance and decision-support tool. Taama is not a regulatory authority, certifying body, auditor, testing laboratory or professional adviser of any kind, and the Output is not provided by, on behalf of, or under the supervision of, any such authority, body or professional. No professional, advisory, fiduciary or similar relationship is created between Taama (or its personnel) and the Customer (or any Authorised User) by reason of the Customer’s access to or use of the Platform or the Services.
7.4 No Official Rulings, Approvals or Certifications. Taama does not provide, and Output does not constitute, any official ruling, approval, registration, certification, audit, verification, accreditation or formal regulatory submission in any jurisdiction.
7.5 Multi-Jurisdictional, Multi-Industry Disclaimer. Laws, regulations, standards and requirements applicable to products, services and operations (including, without limitation, in respect of food and beverage, supplements, cosmetics and personal care, household products, pharmaceuticals and other consumer or industrial goods) vary significantly by country, region, sector and governing authority. While the Services may surface information applicable to multiple jurisdictions and sectors (including but not limited to the United States (FDA, USDA, FTC), Canada (CFIA, Health Canada), the European Union (EFSA, ECHA), the United Kingdom (FSA, MHRA), Australia and New Zealand (FSANZ, TGA), Singapore (Singapore Food Agency, Health Sciences Authority) and other markets and authorities), such information may not fully address all local, regional, sectoral or country-specific requirements. It is the Customer’s sole responsibility to ensure that its products, labels, claims, marketing materials, packaging and operations comply with all applicable laws and regulations in each market and sector where they are sold, marketed, distributed or otherwise made available.
7.6 Voluntary Certification and Labelling Schemes. The Services do not provide expertise, certification or official guidance in respect of voluntary certification programmes, eco-labels or third-party schemes (including, without limitation, organic, non-GMO, sustainability, recycling, fair-trade, kosher, halal, vegan, cruelty-free, dermatologically tested, hypoallergenic or similar claims, marks or schemes, in any industry). Any information surfaced by the Services in respect of such programmes is for informational purposes only and does not constitute certification, verification, accreditation or compliance advice. The Customer must consult the appropriate certification bodies, regulatory agencies or qualified professionals in respect of any such programme.
7.7 Snapshot in Time; Regulatory Changes; No Monitoring Duty. Laws, regulations, retailer specifications, industry standards and certification requirements are constantly evolving and are subject to change in all jurisdictions and sectors. Output is generated as a snapshot in time and reflects only the information, data and regulatory rules available to the Services as at the date of generation. Any changes, amendments, repeals, new enactments or other modifications occurring after the date of generation of any Output are not accounted for in such Output. Taama expressly disclaims, and shall have no obligation, duty or liability whatsoever to monitor, update, supplement, regenerate or notify the Customer of any such subsequent change, or to revisit, reissue or revise any prior Output, unless expressly agreed in writing in the applicable Order Form. The Customer is solely responsible for monitoring all relevant regulatory and industry developments and for assessing their impact on its products, labels, claims, marketing materials and operations.
7.8 No Liability for Missed Updates. Without limiting Clause 7.7 (Snapshot in Time; Regulatory Changes; No Monitoring Duty) or Clause 17 (Limitation of Liability), Taama shall have no liability whatsoever for any loss, damage, fine, penalty, enforcement action, recall, regulatory finding or other consequence suffered by the Customer or any third party arising out of or in connection with: (a) any change in law, regulation, standard or specification occurring after the date of generation of any Output; (b) any failure or delay by Taama in capturing, processing, updating or reflecting any such change in the Services or any Output; or (c) the Customer’s reliance on Output that does not reflect such subsequent change.
7.9 Ultimate Responsibility. The ultimate responsibility for ensuring compliance with all applicable laws, regulations and standards rests solely with the Customer (including, where applicable, in its capacity as brand owner, distributor, manufacturer, importer, retailer or seller of any product or service). Taama shall not be liable for any errors, omissions, inaccuracies or actions taken (or not taken) in reliance on any Output, the Platform, the Services or any communication from Taama.
7.10 No Guarantee of Compliance. Taama makes no representation, warranty or guarantee that use of the Services or any Output will result in compliance with any law, regulation, retailer specification, industry standard, voluntary scheme or other requirement, or that any product, label, claim or marketing material will be accepted, approved or not subject to enforcement action by any regulatory authority, retailer, certifying body or third party.
7.11 Right to Use Output. Subject to these Terms, the Customer may use Output for its internal business purposes during the Term. The Customer must not represent that any Output was generated by, endorsed by, certified by or verified by Taama for any external regulatory, certification or legal purpose.
7.12 Acceptance. By accessing or using the Platform, engaging the Services, engaging with any Output, or relying on any information provided by Taama, the Customer expressly acknowledges and accepts the disclaimers and allocation of responsibility in this Clause 7 (AI Outputs and Reliance Disclaimer).
8. Third-Party Data and Integrations
8.1 Use of Third-Party Materials. The Platform and the Services may incorporate, reference, link to or interoperate with Third-Party Materials, including regulatory databases (e.g. FDA, USDA, CFIA, EFSA, SFA, FSANZ), retailer specifications and third-party APIs.
8.2 No Warranties for Third-Party Materials. Third-Party Materials are provided “as-is” and “as-available”. Taama makes no representation or warranty as to the accuracy, completeness, timeliness, availability or quality of any Third-Party Materials, and accepts no liability in respect of them.
8.3 Third-Party Terms and Changes. The Customer’s use of Third-Party Materials may be subject to additional third-party terms, which the Customer is responsible for complying with. Taama may discontinue or modify any Third-Party Materials at any time without liability.
9. Intellectual Property
9.1 Taama IP. Taama (and its licensors) retain all rights, title and interest (including all IPR) in and to: (a) the Platform, the Services, the Documentation and the Output (other than the Customer Data embedded therein); (b) all underlying technology, software, algorithms, AI models, model weights, training data and infrastructure; (c) all Aggregated Data; and (d) all improvements, modifications and derivative works of any of the foregoing, however created. No rights are granted to the Customer except as expressly set out in these Terms.
9.2 Customer IP. Subject to the licence in Clause 6.2 (Licence to Taama), the Customer retains all rights, title and interest in and to the Customer Data.
9.3 Feedback. If the Customer or any Authorised User provides any suggestions, comments, ideas, improvements or other feedback in respect of the Platform or the Services (“Feedback”), the Customer hereby assigns (and shall procure the assignment of) all IPR in such Feedback to Taama, and Taama may use the Feedback for any purpose without restriction, attribution or compensation. To the extent any such assignment is not effective, the Customer grants Taama a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use the Feedback for any purpose.
10. Data Protection and Privacy
10.1 Compliance with Data Protection Laws. Each Party shall comply with all applicable data protection and privacy laws in connection with the performance of these Terms, including (as applicable) the California Consumer Privacy Act / the California Privacy Rights Act and other US federal and state privacy laws, the EU General Data Protection Regulation (Regulation (EU) 2016/679), the UK GDPR and Data Protection Act 2018, the Personal Data Protection Act 2012 of Singapore (PDPA), and any successor or analogous legislation (together, “Data Protection Laws”).
10.2 Customer Representations, Warranties and Undertakings. The Customer represents, warrants and undertakes to Taama, on a continuing basis, that: (a) all personal data that the Customer (or any Authorised User) submits to, or that is otherwise processed by, the Platform or the Services has been collected, generated, used and disclosed in full compliance with all applicable Data Protection Laws and any applicable contracts or notices; (b) the Customer has obtained, and shall maintain throughout the Term, all necessary lawful bases, consents, authorisations, permissions, registrations and notices required to enable Taama (and its Affiliates and sub-processors) to receive, host, store, process, transmit, transfer (including internationally) and otherwise use such personal data as contemplated by these Terms (including for the purposes set out in Clause 6.2 (Licence to Taama)); (c) the Customer’s provision of such personal data to Taama, and Taama’s processing of it in accordance with these Terms, will not breach any applicable law, contract or third-party right; (d) the Customer is the “controller” (or equivalent role) and Taama acts as a “processor” (or equivalent role) only; (e) the Customer has provided all required privacy notices and disclosures to data subjects (including in respect of international transfers); (f) the Customer shall remain solely responsible for responding to all data subject requests, regulatory inquiries, complaints and other communications relating to the personal data; and (g) the Customer shall not submit, and shall not permit any Authorised User to submit, any personal data of any individual under the age of 18 to the Platform or the Services.
10.3 Taama’s Limited Obligations. Notwithstanding anything to the contrary in any other document, Taama’s obligations in respect of personal data are limited to those expressly set out in these Terms. In particular, Taama shall: (a) implement and maintain commercially reasonable technical and organisational measures designed to protect personal data, taking into account the nature and cost of the Services; (b) process personal data only as reasonably necessary to provide, maintain and improve the Services or as otherwise contemplated by these Terms or required by applicable law; and (c) not retain personal data for longer than Taama considers reasonably necessary, save where retention is required by applicable law or held in routine back-up archives. For the avoidance of doubt, Taama shall have no further obligations in respect of personal data, including no obligation to: (i) provide any specific form of breach notification beyond such notification as Taama considers reasonably appropriate in the circumstances; (ii) accept any audit or inspection rights; (iii) assist with data protection impact assessments, prior consultations or data subject requests; (iv) accept any specific sub-processor approval, objection or notification regime; (v) enter into any further data processing agreement, addendum, schedule or standard contractual clauses; or (vi) provide any specific form of return or deletion of personal data.
10.4 International Transfers. Taama may transfer personal data internationally (including to the United States, Singapore and other jurisdictions) using such safeguards as Taama considers appropriate (including, where Taama elects, the EU Standard Contractual Clauses, the UK International Data Transfer Addendum or the ASEAN Model Contractual Clauses). The Customer authorises Taama to enter into any such safeguards on the Customer’s behalf and to update them from time to time.
10.5 Sub-Processors. The Customer authorises Taama to engage its Affiliates and any third-party sub-processors to assist in providing the Services. Taama shall not be required to obtain the Customer’s prior consent to, or to provide any individual or advance notice of, the appointment, replacement or removal of any sub-processor.
10.6 Customer Indemnity for Personal Data. The Customer shall defend, indemnify and hold harmless the Taama Indemnitees from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees, regulatory fines and penalties, and the costs of any regulatory investigation) arising out of or in connection with: (a) any breach of the Customer’s representations, warranties or undertakings in this Clause 10 (Data Protection and Privacy); (b) any claim, complaint, request or investigation by any data subject, regulator or other third party in respect of personal data processed by or via the Platform or the Services; (c) any failure by the Customer to comply with applicable Data Protection Laws; or (d) any inaccuracy, illegality or unlawful provenance of any personal data submitted by or on behalf of the Customer.
10.7 No Additional Data Protection Terms. The Customer agrees that no separate data processing agreement, data protection addendum, schedule, controller-to-processor terms, standard contractual clauses or similar contract shall apply to Taama’s processing of personal data, and any such terms purported to be incorporated by the Customer (whether by reference, by submission of a standard form or otherwise, and whether prior to or after these Terms take effect) shall be of no force or effect and are expressly rejected, even if accepted or signed by Taama.
10.8 Privacy Notice. To the extent Taama collects, processes or uses personal data of the Customer’s Authorised Users, the Customer’s representatives or other individuals in connection with the Customer’s engagement of the Services: (a) categories of personal data: Taama may collect contact details (such as name, business email, business address and phone number), account credentials, business role and title, IP address, device and browser information, usage and telemetry data, communication records, and any other personal data submitted via the Platform or the Services; (b) purposes: to provide, administer, support and improve the Services; to authenticate users and maintain account records; to communicate with users about the Services; to bill and collect Fees; to comply with applicable law; and for any other lawful business purpose; (c) retention: Taama will retain personal data for as long as Taama considers reasonably necessary for the above purposes, or as required by applicable law or held in routine back-up archives; (d) international transfers: as set out in Clause 10.4 (International Transfers); and (e) enquiries and data subject rights: any privacy enquiry, request or exercise of rights may be made by contacting Taama in accordance with Clause 18.4 (Notices).
10.9 Data Subject Rights. Subject to (and to the extent provided by) applicable Data Protection Laws, individuals whose personal data is processed by Taama may have rights to: (a) request access to their personal data; (b) request correction or rectification of inaccurate personal data; (c) request erasure or deletion of their personal data; (d) request restriction of processing; (e) request portability of their personal data; (f) object to processing (including for direct marketing or processing based on legitimate interests); (g) withdraw any consent previously given (without affecting the lawfulness of prior processing); and (h) lodge a complaint with a competent supervisory authority (such as the UK Information Commissioner’s Office, the Irish Data Protection Commission, the Singapore Personal Data Protection Commission, or the relevant US state attorney general or privacy agency). Any such right may be exercised by contacting Taama in accordance with Clause 18.4 (Notices). Taama may need to verify the requester’s identity before responding, and Taama may decline (or charge a reasonable fee for) any request that is manifestly unfounded or excessive, or that conflicts with applicable law, with the rights of others, or with Taama’s legitimate interests in protecting its Confidential Information, intellectual property or business. Where the Customer is the controller of the relevant personal data, Taama may direct any such request received from the Customer’s or Authorised User’s end-users back to the Customer for handling, and the Customer shall be solely responsible for handling and responding to such requests.
10.10 Automated Decision-Making and AI. The Customer acknowledges that the Platform and the Services use artificial intelligence, machine-learning and other automated processing techniques to generate Output. Output is intended to be used as decision-support information only, and is not intended to be a solely automated decision producing legal effects, or similarly significant effects, on any individual. Where any Output is used by the Customer to make any decision affecting any individual, the Customer (and not Taama) shall be solely responsible for ensuring that any human review, transparency, contestability or other safeguard required by applicable law (including Article 22 of the UK GDPR or EU GDPR, or any equivalent provision of any other applicable law) is provided. Taama shall have no liability whatsoever for any decision made (or not made) by the Customer or any third party in reliance on any Output.
10.11 Security; No Warranty. Taama implements and maintains commercially reasonable technical and organisational security measures designed to protect personal data, taking into account the nature, scope and cost of the Services. However, no information system, internet transmission or storage method can be guaranteed to be completely secure. Taama makes no warranty, representation or guarantee of absolute security, and shall have no liability for any unauthorised access, loss, alteration or disclosure of personal data except to the extent caused by Taama’s gross negligence or wilful misconduct (and in any event subject to Clause 17 (Limitation of Liability)). The Customer is solely responsible for safeguarding its own credentials, devices, networks and systems.
10.12 Privacy Policy Precedence. If Taama publishes a separate privacy policy, notice or statement from time to time (a “Privacy Policy”), such Privacy Policy shall take precedence over this Clause 10 (Data Protection and Privacy) to the extent of any conflict in respect of the matters it covers, and shall apply in addition to (and not instead of) the other provisions of this Clause 10 (Data Protection and Privacy). Taama may publish, amend or replace any such Privacy Policy at any time in its sole discretion, and the Customer’s continued access to or use of the Platform or the Services shall constitute acceptance of any such published Privacy Policy.
11. Confidentiality
11.1 Mutual Obligation of Confidence. Each Party (as “Recipient”) acknowledges that, in connection with these Terms, it may receive non-public, proprietary or sensitive information of the other Party (as “Discloser”) that is identified as confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure (“Confidential Information”). The Customer’s Confidential Information includes the Customer Data and the Customer’s business, product, formulation, financial and operational information. Taama’s Confidential Information includes the Platform, the Services, Documentation, Output (other than embedded Customer Data), Aggregated Data, AI models, source code, pricing and business plans.
11.2 Standard of Care. The Recipient shall: (a) use the Confidential Information solely to perform its obligations and exercise its rights under these Terms; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; (c) not disclose the Confidential Information to any third party except to its Affiliates, employees, contractors, professional advisers, auditors and sub-processors who have a need to know and who are bound by confidentiality obligations no less protective than those in these Terms; and (d) take reasonable steps to prevent the unauthorised use, access, copying, disclosure or distribution of the Confidential Information.
11.3 Permitted Disclosures and Carve-outs. The obligations in this Clause 11 (Confidentiality) do not apply to information that: (a) was publicly known prior to its disclosure to the Recipient; (b) becomes publicly known after disclosure through no act or omission of the Recipient; (c) was already in the lawful possession of the Recipient prior to its disclosure (as evidenced by its records); (d) is lawfully obtained by the Recipient from a third party without breach of any obligation of confidentiality; (e) is independently developed by the Recipient without any use of, or reference to, the Discloser’s Confidential Information; or (f) is required to be disclosed by law, regulation, court order, subpoena or governmental or regulatory authority, provided that the Recipient (where lawfully permitted) gives the Discloser prompt prior written notice and uses reasonable efforts to cooperate with the Discloser (at the Discloser’s cost) to seek a protective order or other appropriate remedy and, in any event, discloses only that portion of the Confidential Information which its legal advisers advise is legally required to be disclosed.
11.4 Carve-Out for Service Operation. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its Affiliates, sub-processors and service providers to the extent reasonably necessary to provide, support, secure or operate the Services or to comply with these Terms, in each case under appropriate confidentiality obligations.
11.5 Return or Destruction. Upon termination of these Terms, or earlier on the Discloser’s written request, the Recipient shall (at the Discloser’s option) return or destroy all Confidential Information of the Discloser in its possession or control, except that the Recipient may retain copies to the extent: (a) required to comply with applicable law or regulatory record-keeping; (b) held in routine back-up archives that are not readily accessible; or (c) reasonably necessary to enforce its rights under these Terms. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Clause 11 (Confidentiality).
12. Service Levels and Availability
12.1 Service Availability. Taama will use commercially reasonable efforts to make the Services available substantially in accordance with the Documentation.
12.2 No Uptime Warranty. The Services are not warranted to be uninterrupted, error-free, secure or free from delay or loss. Without limitation, the Services may be unavailable due to: (a) scheduled or emergency maintenance; (b) failures or unavailability of third-party providers, networks or telecommunications; (c) Force Majeure Events; (d) acts or omissions of the Customer or any Authorised User; or (e) suspension under these Terms.
12.3 Service Levels as Exclusive Remedy. Any service level commitments (and any associated service credits) shall be as set out in the Documentation or the applicable Order Form and, where so stated, shall constitute the Customer’s sole and exclusive remedy for any failure to meet such service levels.
13. Updates and Changes
13.1 Service Changes. Taama may modify, update, enhance or remove features or functions of the Platform or the Services at any time in its sole discretion. Taama will use reasonable efforts to provide notice of any material adverse changes that would materially reduce the core functionality of the Services.
13.2 Changes to these Terms. Taama may amend, modify or replace these Terms at any time by posting an updated version on its website or within the Platform (with a revised “Last updated” date), and/or notifying the Customer by email or in-Platform notification. Changes shall take effect on such date as Taama may specify (or, failing that, as soon as reasonably practicable after posting), or immediately where required by law or to address a security, operational or regulatory issue. The Customer’s continued access to or use of the Platform or the Services after the effective date of any such amendment shall constitute the Customer’s acceptance of the amended Terms. If the Customer does not agree to a material adverse change, its sole and exclusive remedy is to cease using the Services and notify Taama before the change takes effect.
13.3 Application to Existing Users. These Terms apply to all customers and Authorised Users of the Platform and the Services, including those who registered or commenced use prior to the date of these Terms. By continuing to access or use the Platform or the Services on or after the Effective Date (or, in the case of any subsequent amendment, on or after the effective date of such amendment), each existing customer and Authorised User is deemed to have read, understood and agreed to be bound by these Terms (as amended).
13.4 Changes to Ancillary Policies. Taama may update the Documentation and any other ancillary policies (including any Privacy Policy that Taama may publish from time to time) from time to time, and the updated version shall apply on posting (or such later date as Taama specifies).
14. Term, Suspension and Termination
14.1 Term. These Terms commence on the Effective Date and continue for the period specified in or determined in accordance with the applicable Order Form (the “Term”). Unless otherwise specified, the Term shall automatically renew for successive periods of equivalent length, unless either Party gives notice of non-renewal within such period as Taama may specify in the Order Form (or, in default, on reasonable notice prior to the end of the then-current Term).
14.2 Termination for Cause. Either Party may terminate these Terms (or any affected Order Form) immediately on written notice if the other Party: (a) materially breaches these Terms and (where capable of remedy) fails to remedy the breach within such reasonable period as the non-breaching Party may specify in writing; or (b) becomes insolvent, enters into liquidation, makes any composition with its creditors, has an administrator or receiver appointed over any of its assets, or ceases (or threatens to cease) to carry on business.
14.3 Termination by Taama. Taama may, in addition to its other rights, terminate these Terms or any Order Form, or suspend access to the Services (in whole or in part), immediately on notice: (a) for non-payment of undisputed Fees that remain overdue for such period as Taama may determine in its reasonable discretion; (b) for breach of Clause 5 (Acceptable Use); (c) where required by law; or (d) where continued provision presents a material risk to Taama, the Platform, the Services or any third party.
14.4 Effect of Termination. On termination or expiry: (a) the Customer’s right to access and use the Platform and the Services terminates; (b) the Customer must cease all use of the Platform and the Services and destroy all Documentation and Output in its possession (other than Output retained for genuine business record-keeping purposes); (c) the Customer remains liable for all unpaid Fees; (d) Taama may delete Customer Data as soon as reasonably practicable after termination (or such other period as Taama may notify), the Customer being responsible for exporting any Customer Data it wishes to retain prior to such deletion using such export functionality (if any) as Taama may make available; and (e) any provision of these Terms which is expressed to survive, or which by its nature is intended to survive, termination or expiry shall continue in full force and effect.
14.5 No Refunds on Termination. Termination by the Customer for any reason other than Taama’s uncured material breach, or termination by Taama for the Customer’s breach, shall not entitle the Customer to any refund of pre-paid Fees.
15. Warranties and Disclaimers
15.1 Authority. Each Party warrants that it has the legal right and authority to enter into and perform these Terms.
15.2 As-Is Basis. Except as expressly stated in these Terms, the Platform, the Services, the Output, Third-Party Materials and any other materials provided by Taama are provided “as-is” and “as-available”, without warranty of any kind.
15.3 Disclaimer of Warranties. To the maximum extent permitted by applicable law, Taama (on behalf of itself and its licensors and suppliers) disclaims all warranties, conditions and representations of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, non-infringement, accuracy, completeness, reliability, availability, security, freedom from error or interruption, or that the Services will meet the Customer’s requirements or achieve any particular result.
15.4 No Warranty of Accuracy or Compliance. Without limitation, Taama makes no warranty or representation that: (a) any Output is accurate, complete, current or fit for any purpose; (b) the Services or use of any Output will result in compliance with any law, regulation, retailer requirement or industry standard; (c) any Third-Party Materials are accurate, complete or available; or (d) the Services will be uninterrupted, secure or error-free.
16. Indemnities
16.1 Customer Indemnity. The Customer shall defend, indemnify and hold harmless Taama, its Affiliates and their respective officers, directors, employees, agents, licensors and suppliers (the “Taama Indemnitees”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer’s or any Authorised User’s breach of these Terms; (b) the Customer Data or Taama’s use of the Customer Data in accordance with these Terms; (c) any actual or alleged infringement or misappropriation of any third-party right by the Customer Data or by the Customer’s use of the Platform, the Services or the Output; (d) any reliance on, or use of, any Output by the Customer or any third party; (e) the Customer’s products, services, marketing materials, labels, claims or operations; and (f) any breach of applicable law by the Customer or any Authorised User.
16.2 Taama Indemnity. Subject to Clauses 16.3 (Carve-Outs) and 17 (Limitation of Liability), Taama shall defend the Customer against any third-party claim alleging that the Customer’s authorised use of the Services (in unmodified form and in accordance with these Terms) directly infringes any registered patent, registered copyright or registered trade mark in the country in which the Services are provided, and pay any damages finally awarded by a court of competent jurisdiction (or agreed in settlement by Taama).
16.3 Carve-Outs. Taama has no obligation under Clause 16.2 (Taama Indemnity) to the extent the claim arises out of or relates to: (a) Customer Data; (b) Output; (c) any Third-Party Materials; (d) any combination, modification or use of the Platform or the Services other than as expressly permitted by these Terms or the Documentation; (e) the Customer’s continued use of the Platform or the Services after being notified of an alleged or actual infringement or being provided with a non-infringing alternative; (f) any beta, trial or free-of-charge features; or (g) the Customer’s breach of these Terms.
16.4 Sole Remedy. If the Platform or the Services are, or in Taama’s reasonable opinion are likely to become, the subject of an infringement claim, Taama may, at its option and expense: (a) procure the right for the Customer to continue using the Services; (b) modify the Services so they are non-infringing; or (c) terminate the affected engagement of the Services and refund any pre-paid, unused Fees for the terminated portion of the Term. Clauses 16.2 (Taama Indemnity) and 16.4 (Sole Remedy) state Taama’s sole and exclusive liability, and the Customer’s sole and exclusive remedy, in respect of any infringement claim.
16.5 Indemnity Procedure. Each indemnity is conditional upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control of the defence and settlement (provided that no settlement adversely affecting the indemnified party may be made without its prior written consent, not to be unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying party’s expense.
17. Limitation of Liability
17.1 Excluded Losses. To the maximum extent permitted by applicable law, in no event shall Taama (or its Affiliates, licensors or suppliers) be liable to the Customer or any third party for any: (a) indirect, incidental, special, consequential, exemplary or punitive damages; (b) loss of profits, revenue, business, anticipated savings, goodwill, opportunity or reputation; (c) loss, corruption or inaccuracy of data; (d) loss arising from business interruption; (e) regulatory, financial or reputational damages, fines, penalties or sanctions imposed on or suffered by the Customer; (f) costs of substitute goods or services; or (g) damages arising from third-party claims, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not foreseeable or whether or not Taama has been advised of the possibility of such loss.
17.2 Aggregate Cap. To the maximum extent permitted by applicable law, Taama’s total aggregate liability arising out of or in connection with these Terms (and any Order Form, the Platform, the Services, the Output and any related document), howsoever arising and whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of (a) the Fees actually paid by the Customer to Taama in respect of the Services in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred US dollars (US$100).
17.3 Allocation of Risk. The Parties acknowledge that the Fees reflect the allocation of risk set out in these Terms, and that the limitations and exclusions in this Clause 17 (Limitation of Liability) are an essential basis of the bargain between them and shall apply notwithstanding the failure of any limited or essential remedy.
17.4 No Exclusion of Non-Excludable Liability. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under applicable law, including (a) liability for fraud or fraudulent misrepresentation; (b) liability for death or personal injury caused by negligence; (c) any liability that cannot be excluded or limited under the Unfair Contract Terms Act 1977 of Singapore or the corresponding consumer-protection regimes of any US state with mandatory application; and (d) any other liability the exclusion or limitation of which is prohibited by applicable law.
18. General Provisions
18.1 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, epidemic, government action, labour disputes, internet or telecommunications failures, cyberattacks, or failures of third-party suppliers (“Force Majeure Event”).
18.2 Assignment. The Customer may not assign, novate, sub-licence or otherwise transfer any of its rights or obligations under these Terms without Taama’s prior written consent. Taama may assign or transfer these Terms (in whole or in part) without consent, including to an Affiliate or in connection with any merger, acquisition, restructuring or sale of all or substantially all of its assets or business.
18.3 Subcontracting. Taama may engage Affiliates and third-party subcontractors to perform any of its obligations under these Terms, and shall remain responsible for their performance.
18.4 Notices. Notices under these Terms must be in writing and sent to: (a) Taama, at contact@taama.ai (or such other address as notified); and (b) the Customer, at the email address associated with its account. Notices shall be deemed received as soon as reasonably practicable after sending. Routine operational notices may be given via in-Platform notification.
18.5 Publicity. Unless otherwise agreed in writing between the Parties, Taama may use the Customer’s name and logo on Taama’s website, customer lists, sales materials and investor presentations to identify the Customer as a customer of Taama. Any case study, testimonial, named quote, press release or other detailed publicity material specifically referring to the Customer or the Customer’s use of the Services requires the Customer’s prior written consent, which may be provided by email. The Customer grants Taama a non-exclusive, royalty-free licence to use its name and logo for the purposes set out in this Clause 18.5 (Publicity).
18.6 Independent Contractors. The Parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship.
18.7 No Third-Party Beneficiaries. Except for the Taama Indemnitees, no person who is not a Party shall have any right to enforce any provision of these Terms.
18.8 Entire Agreement. These Terms (together with any Order Form and the Documentation) constitute the entire agreement between the Parties in respect of their subject matter and supersede all prior agreements, understandings, representations and arrangements. The Customer acknowledges that it has not relied on any statement, representation, assurance or warranty other than those expressly set out in these Terms. Any pre-printed terms on a Customer purchase order or similar document are expressly rejected and shall have no effect, even if accepted or signed by Taama.
18.9 Order of Precedence. In the event of any conflict or inconsistency between these Terms and any Order Form, the Order Form shall prevail to the extent of the conflict.
18.10 Variation. Except as expressly permitted by Clause 13 (Updates and Changes), no variation of these Terms shall be effective unless in writing and signed by both Parties.
18.11 Waiver. No failure or delay by either Party in exercising any right or remedy shall constitute a waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach.
18.12 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or if not possible, severed; the remaining provisions shall continue in full force.
18.13 Counterparts and Electronic Acceptance. These Terms may be accepted electronically (including by clicking “I accept”) or executed in counterparts (including by electronic signature), each of which shall be deemed an original and all of which together constitute one agreement. The Parties intend that these Terms shall be valid, enforceable and admissible as if executed by handwritten signature, in accordance with the US Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA) and the Electronic Transactions Act 2010 of Singapore (and any analogous legislation in other jurisdictions).
18.14 Export Control and Sanctions. The Customer represents and warrants that it is not (and is not owned or controlled by, or acting on behalf of, any party that is) located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, or otherwise the subject of any sanctions administered by the United States, Singapore, the United Nations, the European Union, the United Kingdom or any other relevant authority, and shall not use, access or export the Platform or the Services in breach of any applicable export control or sanctions law.
18.15 Governing Law. These Terms (and any non-contractual obligations arising out of or in connection with them) shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.16 Dispute Resolution. Subject to Clause 18.17 (Singapore Arbitration Option), each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, USA in respect of any dispute arising out of or in connection with these Terms, save that Taama may bring proceedings to enforce its IPR, recover unpaid Fees, or seek injunctive or equitable relief in any court of competent jurisdiction (including in Singapore or any jurisdiction where the Customer is located, holds assets or carries on business).
18.17 Singapore Arbitration Option. Where the applicable Order Form so specify (or where the Customer is domiciled in Singapore and Taama agrees in writing), any dispute arising out of or in connection with these Terms shall, in lieu of Clause 18.16 (Dispute Resolution), be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the commencement of the arbitration. The seat of arbitration shall be Singapore, the tribunal shall consist of one arbitrator, and the language shall be English. The award shall be final and binding and may be enforced in any court of competent jurisdiction (including under the New York Convention).
18.18 Class Action Waiver. To the maximum extent permitted by applicable law, each Party waives any right to participate in any class action, collective action or representative action against the other Party in respect of any dispute arising out of or in connection with these Terms.
By accessing or using the Platform, engaging the Services, or clicking “I accept”, the Customer confirms that it has read, understood and agrees to be bound by these Terms.
Sieve Solutions, Inc. (DBA Taama)
2261 Market Street STE 85210, San Francisco, CA 94114, United States
Email: contact@taama.ai